REG - Just Group plc Brookfield Wlth Sltn - Scheme of Arrangement Becomes Effective

JustAnnouncement

Today 07:00

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RNS Number : 9663Y  Just Group PLC  01 April 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

1 April 2026

RECOMMENDED CASH ACQUISITION

OF

JUST GROUP PLC ("JUST")

BY

BWS HOLDINGS LTD. ("BIDCO")

a wholly owned subsidiary of Brookfield Wealth Solutions Ltd. ("BWS")

to be effected by means of a scheme of arrangement under

Part 26 of the Companies Act 2006

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 31 July 2025, the boards of directors of Just and BWS announced that they
had reached agreement on the terms of a recommended cash offer to be made by
Bidco, a wholly-owned subsidiary of BWS, to acquire the entire issued and to
be issued share capital of Just (the "Acquisition"), to be implemented by way
of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act
(the "Scheme").

On 26 August 2025, Just published a circular in relation to the Scheme (the
"Scheme Document"). Capitalised terms used in this announcement shall, unless
otherwise defined, have the meanings as set out in the Scheme Document.

On 27 March 2026, Just, Bidco and BWS announced that the Court had sanctioned
the Scheme at the Sanction Hearing held on 27 March 2026.

Just, Bidco and BWS are pleased to announce that, following delivery of the
Court Order to the Registrar of Companies today, the Scheme has now become
Effective in accordance with its terms and, pursuant to the Scheme, the entire
issued and to be issued share capital of Just is now owned by Bidco.

Settlement of Consideration

Under the Scheme, a Scheme Shareholder on the register of members of Just at
the Scheme Record Time, being 6:00 p.m. on 31 March 2026, will be entitled to
receive 219.16 pence in cash for each Scheme Share held. For Scheme
Shareholders holding Scheme Shares in certificated form, settlement of the
consideration will be effected by electronic payment or (for those Scheme
Shareholders who have not set up an electronic payment mandate) by the
despatch of cheques. For Scheme Shareholders holding Scheme Shares in
uncertificated form, settlement of consideration will be effected by the
crediting of CREST accounts. In each case settlement of consideration will
occur as soon as practicable and in any event not later than 14 days after the
Effective Date, as set out in the Scheme Document.

Cancellation of Listing and Trading

It is expected that the de-listing of Just Shares from the Official List of
the Financial Conduct Authority and the cancellation of the admission to
trading of Just Shares on the London Stock Exchange's main market for listed
securities will take effect by 8:00 a.m., 2 April 2026. A further announcement
will be made when the listing and trading of the Just Shares have been
cancelled.

Board Changes

As the Scheme has now become Effective, Just duly announces that, as of
today's date, John Hastings-Bass, Jim Brown, Michelle Cracknell, Mary
Kerrigan, Mary Phibbs, Mark Godson, and Matt Saker have stepped down from the
Just Board and that Sir Nigel Wilson, Arshil Jamal, Frank Oldham, Jennifer
Gillespie, Jon Bayer, and Shashank Bhalla have been appointed to the Just
Board.

Restricted Tier 1 Notes

Following the Scheme becoming Effective, Just hereby provides an update in
relation to its £325,000,000 Fixed Rate Reset Perpetual Restricted Tier 1
Contingent Convertible Notes (ISIN: XS2386882729) (the "RT1 Notes"). Terms
used in the following paragraphs but not otherwise defined in this
announcement shall have the meanings given to them in the terms and conditions
of the RT1 Notes (the "RT1 Conditions").

With effect on and from 30 March 2026, and in accordance with the RT1
Conditions and the related Trust Deed, Just has agreed with the Trustee to
certain modifications to the RT1 Conditions such that following the
Acquisition, the RT1 Notes will remain convertible into Ordinary Shares in
Just upon the occurrence of a Trigger Event. The RT1 Notes will continue to
qualify as restricted tier 1 own funds of the Just group.

Other

Full details of the Acquisition are set out in the Scheme Document.

The expected timetable of principal events for the Acquisition remains as set
out in the announcement made by Just on 23 March 2026. All references to times
in this announcement are to London time.

 

Enquiries

 Just
 Just
 Alistair Smith, Investor Relations                                           +44 (0) 1737 232 792
 Paul Kelly, Investor Relations                                               +44 (0) 20 7444 8127
 Lucy Grubb, Head of Corporate Communications                                 +44 (0) 1737 308 783

 Evercore (joint financial adviser and Rule 3 adviser to Just)                +44 (0) 20 7653 6000
 Nick Chapman
 Ed Banks
 Demetris Efthymiou
 Harrison George

 J.P. Morgan Cazenove (joint financial adviser and corporate broker to Just)  +44 (0) 20 3493 8000
 Ed Squire
 Claire Brooksby
 James Robinson
 Edward Hatter

 Temple Bar Advisory (media relations adviser to Just)
 Alex Child-Villiers                                                          +44 (0) 7795 425 580
 Sam Livingstone                                                              +44 (0) 7769 655 437
 Alistair de Kare-Silver                                                      +44 (0) 7827 960 151

 BWS and Bidco
 BWS and Bidco
 Rachel Powell, Investor Relations                                            +1 416 956 5141
 Simon Maine, Media                                                           +44 (0) 7398 909 278
 Marie Fuller, Media                                                          +44 (0) 20 7408 8375

 RBC Capital Markets (financial adviser to Bidco and BWS)                     +44 (0) 20 7653 4000
 Oliver Hearsey
 Mark Preston
 Sam Jackson
 Ezzedine Ben Frej

 

Slaughter and May is acting as legal adviser to Just. Allen Overy Shearman
Sterling LLP is acting as legal adviser to BWS and Bidco.

 

Important notice

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer to sell or subscribe for or any
invitation to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise.

The Acquisition is being made solely by means of the Scheme Document which,
together with the Forms of Proxy, contain the full terms and Conditions of the
Acquisition.

This announcement has been prepared for the purpose of complying with English
and Welsh law and the Code and the information disclosed may not be the same
as that which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside England and Wales.

This announcement does not constitute a prospectus or prospectus-equivalent
document.

Disclaimers

Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the FCA in the UK, is acting exclusively as financial adviser to
Just and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than Just for
providing the protections afforded to clients of Evercore nor for providing
advice in connection with the matters referred to herein. Neither Evercore nor
any of its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Evercore in connection with this announcement, any statement
contained herein, any offer or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Evercore by FSMA, or the
regulatory regime established thereunder, or under the regulatory regime of
any jurisdiction where exclusion of liability under the relevant regulatory
regime would be illegal, void or unenforceable, neither Evercore nor any of
its affiliates accepts any responsibility or liability whatsoever for the
contents of this announcement, and no representation, express or implied, is
made by it, or purported to be made on its behalf, in relation to the contents
of this announcement, including its accuracy, completeness or verification of
any other statement made or purported to be made by it, or on its behalf, in
connection with Just or the matters described in this announcement. To the
fullest extent permitted by applicable law, Evercore and its affiliates
accordingly disclaim all and any responsibility or liability whether arising
in tort, contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement, or any statement contained
herein.

J.P. Morgan Securities PLC, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United
Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA.
J.P. Morgan Cazenove is acting as financial adviser exclusively for Just and
no one else in connection with the matters set out in this announcement and
will not regard any other person as its client in relation to the matters in
this announcement and will not be responsible to anyone other than Just for
providing the protections afforded to clients of J.P. Morgan Cazenove, or for
providing advice in relation to any matter referred to herein.

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by
the Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting exclusively as financial adviser to BWS and Bidco and no one else in
connection with the Acquisition and will not be responsible to anyone other
than BWS and Bidco for providing the protections afforded to its clients nor
for providing advice in relation to the matters referred to in this
announcement. Neither RBC Europe Limited nor any of its affiliates, directors
or employees owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, consequential, whether in contract, tort, in
delict, under statute or otherwise) to any person who is not a client of RBC
Europe Limited in connection with the Acquisition or any matter referred to
herein.

Overseas Shareholders

The availability of the Scheme and the Acquisition to Overseas Shareholders
may be affected by the laws of the relevant jurisdictions in which they are
resident. Overseas Shareholders should inform themselves of, and observe, any
applicable requirements. It is the responsibility of all Overseas Shareholders
to satisfy themselves as to the full compliance of the laws of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental, exchange control or other consents which may be required, or the
compliance with other necessary formalities which are required to be observed
and the payment of any issue, transfer or other taxes due in such
jurisdiction.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about and observe any applicable
requirements.

Unless otherwise determined by Just or required by the Code, and permitted by
applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction. Copies of this announcement
and any formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from a Restricted Jurisdiction and persons
receiving such (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from any Restricted
Jurisdictions.

Notice to U.S. investors in Just

The Acquisition relates to shares in a U.K. company and is proposed to be made
by means of a scheme of arrangement under English company law. U.S. holders of
Just Shares should note that the Scheme relates to the shares of a U.K.
company that are not registered under the U.S. Exchange Act and will be
governed by English law. Neither the proxy solicitation rules nor the tender
offer rules under the U.S. Exchange Act will apply to the Scheme. Moreover,
the Scheme will be subject to the disclosure requirements and practices
applicable in the U.K. to schemes of arrangement, which differ from the
disclosure and procedural requirements of the U.S. proxy solicitation rules
and tender offer rules.

It may be difficult for U.S. holders of Just Shares to enforce their rights
and any claim arising out of the U.S. federal laws, since Bidco and Just are
located in non-U.S. jurisdictions, and some or all of Just's officers and
directors are residents of a non-U.S. jurisdiction. U.S. holders of Just
Shares may not be able to sue a non-U.S. company or its officers or directors
in a non-U.S. court for violations of the U.S. securities laws. Further, it
may be difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's judgement.

Neither the United States Securities and Exchange Commission nor any U.S.
state securities commission has approved or disapproved the Acquisition,
passed upon the merits or fairness of the Acquisition or passed any opinion
upon the accuracy, adequacy or completeness of this announcement. Any
representation to the contrary is a criminal offence in the United States.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Just, any member of the Just Group, BWS or the BWS
Group contain statements which are, or may be deemed to be, "forward-looking
statements". Such forward-looking statements are prospective in nature and are
not based on historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the environment in
which Just, any member of the Just Group, BWS, the BWS Group and/or the
Combined Group shall operate in the future and are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by those statements.

Forward-looking statements include, among other things, statements concerning
the potential exposure of Just and the Just Group and BWS and the BWS Group to
market risks, statements as to accretion and statements expressing
management's expectations, beliefs, estimates, forecasts, projections and
assumptions, including as to future potential cost savings, synergies,
earnings, cash flow, return on capital employed, production and prospects.
These forward-looking statements are identified by their use of terms and
phrases such as "aims", "anticipate", "believe", "could", "estimate",
"expect", "goals", "hopes", "intend", "may", "objectives", "outlook", "plan",
"probably", "project", "risks", "seek", "should", "target", "will", "would"
and similar terms and phrases.

By their very nature, forward-looking statements involve risks and
uncertainties. There are a number of factors that could affect the future
operations of Just, any member of the Just Group, BWS, the BWS Group and/or
the Combined Group and could cause those results to differ materially from
those expressed in the forward-looking statements included in this
announcement. Neither Just, the Just Group, BWS nor the BWS Group, nor any of
their respective associates or directors, officers or advisers, provide any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. Given these risks and uncertainties, potential investors
are cautioned not to place any reliance on these forward-looking statements.

The forward-looking statements contained in this announcement and accompanying
documents speak only as at the date of this announcement and are not intended
to give any assurance as to future results. Other than in accordance with
their legal or regulatory obligations, neither Just, the Just Group, BWS nor
the BWS Group is under any obligation, and each such person expressly
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

 

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